License and Usage Grant: Customer Obligations
License and Usage Grant: YUDU Obligations
Disclaimer of Warranties
Suspension for overdue account
Sentinel Hotline (stand-alone)
Sentinel Protect Duty App
Sentinel and Sentinel Resilience are trading names of YUDU. These terms cover the use by customers ('Customer') of the YUDU Website and Services listed including Sentinelresilience.com (the 'Services') and are accepted once the Confirmation of Rate/Order Confirmation (the 'Order') is signed or the Service is accessed.
YUDU will comply with the data processing provision set out at https://www.sentinelresilience.com/about/gdpr
The fees for use of the Services are either shown on the Website or detailed in the Order. These fees are payable according to the payment terms detailed on the site or on the Order. Overdue fees will attract a late payment fee calculated on a monthly basis as a percentage of the overdue fee using the current Bank of England base rate plus 5%.
The use of the YUDU Services is granted to Customer under licence ('Licenced Products') which is a worldwide, non-exclusive, non-transferrable, terminable licence. The term of the licence is detailed on the Website or on the Order.
Customer agrees that, except and only to the extent that applicable law permits, it will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Licenced Products or any part thereof or otherwise attempt to discover any source code, modify the Licenced Products in any manner or form, or use unauthorised modified versions of the Licenced Products, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorised access to the Licenced Products.
The licence is for Customer’s own use and Customer is prohibited from directly or indirectly sublicensing use of the Licenced Products to any third parties.
Customer acknowledges and agrees that YUDU owns all rights, title and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity and similar rights of any type, including any applications, continuations or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory or judicial authority (collectively, the “Intellectual Property Rights”) in the Licenced Products. The licence granted to Customer does not convey any rights in the Licenced Products other than those outlined above, or any Intellectual Property Rights thereto. Any rights not expressly granted herein are reserved by YUDU.
Customer will grant YUDU, during the licence term, licence to copy, adapt and transmit the Customer Content to the extent necessary to provide the Services to Customer and YUDU may not use it for any purpose other than this. The licence from Customer will be non-exclusive and non-transferrable and will survive the termination of the YUDU licence to Customer for 90 days for the purposes of storing back-ups.
YUDU warrants that the Services will be free from material defects under normal use and that the code of the software underlying the Service meets industry standards in all respects.
YUDU does not warrant that the Websites or Services will be uninterrupted or error free nor give any warranty as to the Content thereon. The Services are provided on an 'As Is' and 'As Available' basis for commercial use of the Customer who assumes all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for their purposes. Customer acknowledges that computer and communication systems are not fault-free and occasional downtimes occur and YUDU cannot guarantee that the Services will be uninterrupted, timely, secure or error-free or that Content loss will not occur.
In no event will YUDU be liable for incidental, consequential, punitive, special or exemplary damages, or indirect damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising from the use of the Services. The maximum liability of YUDU arising out of or in connection with any licence, use or other employment of the Licenced Products, will in no case exceed the price paid to YUDU for the Licenced Products.
YUDU will defend, indemnify, and hold harmless Customer and its subsidiaries and their respective directors, officers, employees, and agents from and against all Claims (being all actions, causes of action, liabilities, claims, suits, judgements, liens, awards and damages of any kind) arising out of a bone fide claim of the infringement of any patent or copyright by the Licenced Products or involving the wrongful use of any trade secret or confidential information by YUDU, and shall give Customer notice of all such Claims against YUDU. Notwithstanding this, YUDU will not be liable to Customer for Customer's consequential damages or lost profits as a result of Customer’s inability to use the Licenced Products due to any permanent injunction. Customer will give YUDU prompt notice of all Claims made against Customer or any of its affiliated or subsidiary companies and shall cooperate with YUDU (at YUDU’s expense) in the defence or settlement of such Claims.
If the Licenced Products are, or are likely to be, the subject of an infringement claim, YUDU, at its expense, will: (a) procure the right to allow Customer to continue to use of the Licenced Products, or (b) modify or replace the Licenced Products or infringing portions thereof to become non-infringing, without loss of material functionality. If YUDU is unable to provide one of the remedies in (a) or (b) within forty-five (45) days of notice of the claim, YUDU will have the right to terminate the licence and refund all fees paid hereunder for the use of the Licenced Products. The foregoing remedies are in addition to any other remedies Customer would have at law or equity.
If a Customer account is still overdue for payment after two overdue account reminders have been sent YUDU reserves the right to suspend Customer's access to and/or use of the Licenced Products without liability to Customer.
The initial termination date for use of the Licenced Products will be the end of the initial term of the Licence stated on the Order. Licences will automatically renew from this date on an annual basis unless terminated by either Customer or YUDU giving 30 days notice prior to the termination date. In the event of the breach of any material provisions of these terms and conditions by the other party, either Customer or YUDU may terminate the use of the Licenced Products provided that the terminating party provides written notice to the other party allowing a 30 day period in which to cure the breach and the breaching party fails to cure the breach during this period.
Upon termination of the Licence for the Licenced Products Customer will have no rights to continue use of the Licenced Products. If termination is a result of a breach on YUDU's part, YUDU will refund the pro-rata portion of any unused fees that may have been made by Customer. If termination is a result of a breach on Customer's part then YUDU will retain all fees that may have been paid by Customer.
Upon any termination or expiration of Licence YUDU will return to Customer, or at Customer's option destroy, all Customer Data in YUDU's control or possession.
These terms and conditions apply to YUDU and Customer and do not create any joint venture, partnership, agency, or employment relationship between the parties. YUDU reserves the right to name Customer as a user of the Licenced Products.
Customer cannot sub-licence the use of the Licenced Products but is permitted to licence users for the purpose of fulfilling Customer's business operations. Any disputes, actions, claims or causes of action arising out of or in connection with these terms or the Licenced Products will be subject to the exclusive jurisdiction of the English courts. If customer has signed an Order with YUDU MEDIA for use of the Services or Licenced Products in the USA any disputes, actions, claims or causes of action arising out of or in connection with these terms or the Licenced Products will be subject of the exclusive jurisdiction of the courts of Massachusetts, USA.
If any provision in these terms is held by a court of competent jurisdiction to be contrary to law, the provision will be limited or eliminated to the minimum extent necessary so that the remainder of the terms will otherwise remain in force and effect.
Neither YUDU nor Customer will be liable for any loss or delay resulting from any force majeure event, including, but not limited to acts of God, fire, natural disaster, terrorism, labour stoppage, war or military hostilities or criminal acts of third parties. This shall not operate to excuse any failure to pay any amounts when due.
YUDU's emergency communications application ('YUDU Sentinel System') facilitates Customer’s communication to specific personnel in the event of incidents and emergencies. It requires customization by YUDU to Customer specifications ('Customer Sentinel System') and may need approval for use on certain operating platforms (Apple or Android) using Customer's developer account with the relevant operating platform. It will be Customer's responsibility to set up the necessary development account and allow YUDU access to it.
The Customer Sentinel System is hosted by YUDU and will be accessible by the Customer through a customer branded Sentinel Web Portal and Customer agrees that YUDU will have at all times access to the Customer Sentinel System, by being provided with the necessary log-in details for access, solely for the purpose of customizing, testing and checking during the customisation and any App submission process, and subsequently for maintenance and software upgrade purposes.
Customer agrees that the Customer Sentinel System will acknowledge the YUDU copyright of the App within its information fields
YUDU will agree with Customer the specifications for the Customer Sentinel System and make it compliant with these. The one-off fee for this customisation will be detailed in the Order and will be payable in accordance with the terms outlined therein.
The Customer Sentinel System is licenced to the Customer over the minimum period outlined in the Order (the 'Initial Term') the fee for which will be charged annually in advance from the date of signature to the Order. After the Initial Term the fee will continue annually unless prior notice is given 30 days in advance of any anniversary date by either Customer or YUDU.
The fee includes the update of the Customer Sentinel System with the latest versions of the YUDU Sentinel System together with troubleshooting and technical help and support during the Initial Term and each subsequent year if continued. It is YUDU's intention (but not obligation) to ensure wherever necessary that the Customer Sentinel System is compliant with changes made by the operating platform (Apple/Android) wherever possible throughout each year. YUDU may adjust the annual fee after the Initial Term or in subsequent years but not by more than the rate of inflation as determined by the Consumer Prices Index and the provision to Customer of at least 60 days notice of the increase.
The fee includes certain usage allowance limits as detailed on the Order and usage above these limits will attract an overage charge at a rate detailed on the Order and these will be billed to Customer on a monthly basis.
YUDU will not process or transfer the Customer Data outside of the United Kingdom or European Economic Area (or permit the Customer Data to be so processed or transferred) unless it has obtained the Customer’s prior written consent. Specifically the transfer of phone numbers (only) to a third-party service provider (Twilio, US based); the sending out SMS messages and conducting conference calls, and email addresses (only) to a third-party service (Mailgun US based).
The links to the GDPR statements and assurances of these companies are:
Twilio’s Data protection addendum to the YUDU/Twilio agreement
Mailgun Data Processing Addendum to the YUDU/Mailgun agreement
At the customer’s request and agreement, the Customer Sentinel System can be hosted in different worldwide jurisdictions. The data management and privacy terms will conform to local laws and broadly mirror the data protections for European locations and the above links to the third-party services will apply.
YUDU's 'Sentinel Hotline' system is usually part of the YUDU Sentinel System and the service specific terms for the YUDU Sentinel System applies.
The Sentinel Hotline system may also be provided to Customer on a stand-alone basis and is then licenced to the Customer over a minimum period (Initial Term) with capped usage as detailed on the Order. The licence fee will be charged annually in advance from the date of signature of the Order. After the Initial Term the fee will continue annually unless prior notice is given 30 days in advance of any anniversary date by either Customer or YUDU. The fee includes certain usage allowance limits as detailed on the Order and usage above these limits will attract an overage charge at a rate detailed on the Order and these will be invoiced to the Customer on a monthly basis.
Customer's access to the Sentinel Hotline system will cease after the end of the subscription term if not renewed and the hotline(s) will be removed, although the Customer may, optionally, download any data on calls made on the hotline(s) before removal.
YUDU Sentinel Check-in is a web-based platform which is hosted by YUDU and licenced for use by the Customer for the usage fee outlined on the YUDU Sentinel Check-in webpage. Upon registration using the Website registration form, the Customer will be sent a QR code and notified of how to access the Sentinel Check-in system.
The usage fee will be invoiced to Customer at the end of each month for the usage of that month based on the number of check ins done multiplied by the check-in fee. A check in is recorded every time an SMS message is generated after the QR is scanned, or the associated number to the QR is called.
The invoice must be settled within 30 days of the invoice date for the system to remain available to the Customer. In the event of non-settlement within 30 days the Customer’s access will be removed and not re-instated until full payment has been received. For instances of re-instatement, at YUDU’s discretion, a re-instatement fee may be charged.
The Customer may cancel the Sentinel Check-in service at any time by giving written (e-mail) notice to the contact noted on the YUDU Website.
Upon cancellation Customer access to the system will be removed and the QR code made inoperative; an invoice will be raised for the unbilled usage up to the termination date. Such invoice must be settled within 30 days of the invoice date.
YUDU Sentinel has created an app to support the aims and objectives of the UK Government’s The Protect Duty Legislation. The aim is to help create a culture of security and refresher training for risks associated with terrorist attacks against venues, buildings and events with public access. The app is free to download and use. It will be updated from time to time with the latest guidance. It does not track or store information on the users of the app. The content has been prepared in good faith by the counter-terrorism expert Chris Phillips GCGI, FCiiSCM, FSyl - https://www.ippso.co.uk/chris-phillips.
The app has not connection in the design, code and the collection of data to any other Sentinel App.
YUDU Sentinel reserves the right to update or remove the app at any time.